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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />I <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />or threatened claims by any such third party based on an alleged violation of any such <br />right by CONTRACTOR. <br />(iii) Neither CONTRACTOR's performance nor any part of its performance will <br />violate the right of privacy of, or constitute a libel or slander against any person or <br />entity. <br />(iv) CONTRACTOR has secured and will secure all rights and licenses <br />necessary for Intellectual Property including, but not limited to, consents, waivers or <br />releases from all authors of music or performances used, and talent (radio, television <br />and motion picture talent), owners of any interest in and to real estate, sites locations, <br />property or props that may be used or shown. <br />(v) CONTRACTOR has not granted and shall not grant to any person or entity <br />any right that would or might derogate, encumber, or interfere with any of the rights <br />granted to COUNTY in this Agreement. <br />(vi) CONTRACTOR has appropriate systems and controls in place to ensure that <br />state funds will not be used in the performance of this Agreement for the acquisition, <br />operation or maintenance of computer software in violation of copyright laws. <br />(vii) CONTRACTOR has no knowledge of any outstanding claims, licenses or <br />other charges, liens or encumbrances of any kind or nature whatsoever that could affect <br />in any way CONTRACTOR's performance of this Agreement. <br />(2) COUNTY MAKES NO WARRANTY, THAT THE INTELLECTUAL PROPERTY <br />RESULTING FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, <br />TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED. <br />(h) Intellectual Property Indemnity. <br />(1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its <br />licensees and assignees, and its officers, directors, employees, agents, representatives, <br />successors, and users of its products, ("Indemnities") from and against all claims, actions, <br />damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or <br />not rightful, arising from any and all actions or claims by any third party or expenses related <br />WIA COST REIMBURSEMENT CONTRACT- REV. 8-15-07 29 <br />20D-31 <br />